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CALIFORNIA CORPORATE & SECURITIES LAW

Getting To The Point On Director Elections

Last week in The Mentor Blog, Broc Romanek mentioned a blog posting of mine from September 2015: Was This Director Duly Elected Or Appointed?  My post was concerned Intelligent Digital Systems, LLC v. Beazley Ins. Co., Inc., 2015 U.S. Dist. LEXIS 82742 (June 23, 2015).  Briefly, an insurer claimed that the director had been duly elected or appointed and this triggered a…

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Chairman, Chairwoman, or Chair?

To someone who is not familiar with the English language, many words must seem bizarre.  One such word, is “chairman”.  Does this refer to a chair made into a man or a man made from a chair?  What should be made of a law that solemnly proclaims “All references in this division to ‘chairman’ shall be…

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Is The Chairman Of The Board A Corporate Officer?

One of the principal distinctions between corporate officers and directors is that officers have the authority of autonomous action as corporate agents while directors must act collectively.  As discussed in “Worlds In Collision – Agency Law And A Director’s Fiduciary Duties“, a director qua director is generally not an agent of the corporation and neither is the board…

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